ICFI EVP exercises 980 RSUs; disposes 306 shares at $81.81

ICF International (ICFI) reported an insider transaction by an Executive Vice President.

Rhea-AI Filing Summary

ICF International (ICFI) reported an insider transaction by an Executive Vice President. On 11/07/2025, the officer exercised derivative securities and acquired 980 shares of common stock (Code M), followed by a disposition of 306 shares at $81.81 per share (Code F). After these transactions, the officer beneficially owned 6,717 common shares.

The filing also shows 11,100 restricted stock units beneficially owned following the reported transactions. A footnote states the exercise price for the restricted stock unit exercise was $81.81, and another footnote notes the activity represents the second vesting anniversary (25%) of RSUs granted under the 2018 Omnibus Incentive Plan, as amended.

Insights

Securities filings analyst

Routine insider equity transaction; neutral impact.

An ICF International executive reported exercising derivative securities and acquiring 980 common shares (Code M) on 11/07/2025, then disposing of 306 shares at $81.81 (Code F). Post-transaction beneficial ownership stands at 6,717 common shares, with 11,100 RSUs remaining.

Footnotes clarify the exercise price of $81.81 for the RSU exercise and that the activity aligns with the second vesting anniversary (25%) under the 2018 Omnibus Incentive Plan, as amended. These are standard equity compensation events.

As a routine Form 4, this does not, by itself, alter the company’s outlook. Subsequent filings may provide additional context on future vesting or settlements.

Insider Trade Summary

980 shares exercised/converted

Exercise 3 txns

Insider Choate Anne F

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	980	$0.00	$0.00
Exercise	Common	980	$0.00	$0.00
Exercise Price or Tax Liability	Common	306	$81.81	$25K

Holdings After Transaction: Restricted Stock Units — 11,100 contracts (Direct); Common — 6,717 shares (Direct)

Footnotes (2)

1. F1. The exercise price for the restricted stock unit exercise was $81.81.
2. F2. Represents the second vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

FAQ

What insider transaction did ICFI report on this Form 4?

An Executive Vice President exercised derivative securities to acquire 980 common shares (Code M) and disposed of 306 shares at $81.81 (Code F) on 11/07/2025.

How many ICFI shares did the officer own after the transactions?

The officer beneficially owned 6,717 common shares following the reported transactions.

How many restricted stock units does the officer still hold at ICFI?

The filing shows 11,100 restricted stock units beneficially owned following the transactions.

What price is cited in relation to the RSU exercise for ICFI?

A footnote states the exercise price for the restricted stock unit exercise was $81.81.

What plan governs these ICFI equity awards?

The RSUs were granted under the 2018 Omnibus Incentive Plan, as amended.

When did these ICFI RSUs vest?

A footnote indicates the activity represents the second vesting anniversary (25%) of the RSUs.

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Accepted by SEC EDGAR 11/12/2025 - 08:24 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Choate Anne F

(Last) (First) (Middle)

1902 RESTON METRO PLAZA

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ ICFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	11/07/2025		M		980	A	$0(1)	7,023	D
Common	11/07/2025		F		306	D	$81.81	6,717	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	11/07/2025		M			980	(2)	(2)	Common	980	(1)	11,100	D

Explanation of Responses:

1. The exercise price for the restricted stock unit exercise was $81.81.

2. Represents the second vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

	/s/ James E. Daniel, Attorney-in-fact	11/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.